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ANNEX 1PENDING BANKRUPTCY CASES FILED BY AFFILIATESEach of the affiliated entities listed below (including the debtor in this chapter 11 case)has concurrently filed a voluntary petition for relief under title 11 of the United States Code inthe United States Bankruptcy Court for the Southern District of New York. A motion has beenfiled with the Court requesting that the chapter 11 cases of these entities be jointly administered.Entity Name

New YorkDelawareCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaLouisianaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCaliforniaCalifornia

WRITTEN CONSENT OF THE MANAGER AND SOLE MEMBER

OFRELATIVITY MEDIA, LLCJuly 29, 2015The undersigned, being the manager (the Manager) and sole member (the Member)of RELATIVITY MEDIA, LLC, a limited liability company organized under the laws of theState of California (the Company), DO HEREBY CONSENT TO, APPROVE ANDADOPT the following resolutions (the Resolutions), pursuant to the Companys operatingagreement and the California Revised Uniform Limited Liability Company Act, as set forth inthe California Corporations Code:WHEREAS, the Manager and Member have reviewed and considered the information presentedby (and have consulted with) the Companys management and advisors regarding the liabilities,assets, and liquidity of the Company and each of certain of its direct and indirect subsidiaries(the Filing Subsidiaries), the strategic alternatives available to the Company and the FilingSubsidiaries, and the impact of the foregoing on the businesses of the Company and each of theFiling Subsidiaries.1.

Commencement of Chapter 11 Case.

NOW, THEREFORE, BE IT RESOLVED, that the Company has been unable to obtainfurther forbearances from the secured lenders and additional financing absent the Companytaking the actions contemplated herein, and absent such forbearances and financing, the Managerand Member, in their judgment, have determined that it is desirable and in the best interests ofthe Company, the Filing Subsidiaries, their respective creditors, employees and otherstakeholders that petitions be filed by the Company and the Filing Subsidiaries seeking reliefunder chapter 11 of title 11 of the United States Code (the Bankruptcy Code);RESOLVED, that the Company and the Filing Subsidiaries shall be, and each hereby are,authorized to (a) file a voluntary petition (each a Petition and collectively, the Petitions) forrelief under Chapter 11 of the Bankruptcy Code thereby commencing Chapter 11 bankruptcycases (collectively, the Chapter 11 Cases), in the United States Bankruptcy Court for theSouthern District of New York or such other court as the Authorized Person or the CRO (each asdefined below) shall determine to be appropriate (the Bankruptcy Court) and (b) perform anyand all such acts as are reasonable, advisable, expedient, convenient, proper or necessary toeffectuate the purpose and intent of the foregoing;RESOLVED, that, effective as of immediately prior to the filing of the first Petition, Brian G.Kushner shall be and hereby is appointed as the Companys Chief Restructuring Officer(CRO) and Luke S. Schaeffer shall be and hereby is appointed as the Companys Deputy ChiefRestructuring Officer (DCRO), the CRO and DCRO each serving as officers of the Company;

RESOLVED, that Brian G. Kushner (the Authorized Person) is hereby authorized anddirected to (i) cause to be filed the Petition on behalf of the Company and each of the FilingSubsidiaries, (ii) execute the Petitions and the appropriate certifications and written consentsand/or resolutions in support of the Petitions and the Chapter 11 Cases, and (iii) execute,acknowledge, deliver, verify, certify, and file, or cause to be filed, any required filings in theChapter 11 Cases on behalf of the Company and each of the Filing Subsidiaries, including,without limitation, those referenced in the preceding clauses (i) and (ii); andRESOLVED, that the Authorized Person shall be, and hereby is, authorized (and may directLuke S. Schaeffer or other designee acting under the Authorized Persons direction) to execute,acknowledge, deliver, verify, certify, and file, or cause to be filed in the Chapter 11 Cases, allpetitions, motions, applications, declarations, affidavits, pleadings and other documents and toperform any and all further acts that are necessary or desirable in the Chapter 11 Cases.2.

Retention of Professionals and Claims and Noticing Firm.

NOW, THEREFORE, BE IT RESOLVED, that the two law firms, Sheppard Mullin Richter &Hampton LLP and Jones Day, shall be, and hereby are, retained by the Company and the FilingSubsidiaries as co-counsel to represent the Company and the Filing Subsidiaries in their Chapter11 Cases, subject to the approval of the Bankruptcy Court, for the purpose of assisting theCompany and the Filing Subsidiaries in carrying out their duties under the Bankruptcy Code, andto take any and all actions to advance the rights of the Company and the Filing Subsidiaries,including filing any pleading, and in connection therewith;RESOLVED, that FTI Consulting, Inc. (FTI) shall be, and hereby is, retained by the Companyand the Filing Subsidiaries to serve as crisis and turnaround manager and to provide the CRO,DCRO, and additional temporary employees to the Company and the Filing Subsidiaries;RESOLVED, that Blackstone Advisory Partners L.P. (Blackstone) shall be, and hereby is,retained by the Company and the Filing Subsidiaries to provide investment banking services tothe Company and the Filing Subsidiaries;RESOLVED, that Donlin, Recano & Company, Inc. (Donlin Recano) shall be, and hereby is,employed by the Company to provide consulting services to the Company and the FilingSubsidiaries regarding noticing, claims management and reconciliation, plan solicitation,balloting, disbursements, and any other services agreed to by the parties; andRESOLVED, that the Authorized Person and any other officer of the Company shall be, andhereby are, authorized and directed to execute any appropriate engagement letters andagreements and such other documents necessary to retain Donlin Recano, the professionalsspecifically identified in this Section 2 (the Professionals), and other or additional financialadvisors, investment bankers, accountants, auditors, advisors, legal counsel, and otherprofessionals not specifically identified in this Section 2 (Other Professionals) (andamendments thereto), and to cause the Company and/or the Filing Subsidiaries to payappropriate retainers to such firms prior to the filing of the Chapter 11 Cases or after to the extent

appropriate and permitted in the Chapter 11 Cases, and to cause to be filed appropriateapplications or motions seeking authority to retain and pay for the services of such firms.3.

Postpetition Financing and Use of Cash Collateral.

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Person shall be, and hereby is,authorized to execute, on behalf of the Company, that certain Debtor-in-Possession FinancingAgreement, dated as of July 30, 2015, by and among Relativity Media, LLC and Each SubsidiaryThereof Identified As Borrowers on the Signature Pages Hereto, each a Debtor and Debtor-inPossession under Chapter 11 of the Bankruptcy Code, as Borrowers, Relativity Holdings LLC, aDebtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Guarantor,the Lenders From Time to Time Party Hereto, as Lenders, and Cortland Capital Market ServicesLLC, as Collateral Agent and Administrative Agent.4.

Asset Sale

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Person shall be, and hereby is,authorized to commence the process of marketing and selling the assets of the Company and itsFiling Subsidiaries in a process to be approved by the Bankruptcy Court, and if the Manager andMember subsequently determine that it is beneficial and appropriate, the Manager and Membermay authorize the CRO to have prepared and filed, with the appropriate supporting documents, aChapter 11 plan of reorganization for the Company and all or part of the Filing Subsidiaries.5.

Reduction in Workforce.

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Person shall be, and hereby is,authorized and directed to cause the termination of approximately 88 employees of the Companyand/or certain of the Filing Subsidiaries.6.

Omnibus Resolutions.

NOW, THEREFORE, BE IT RESOLVED, that in connection with the Chapter 11 Cases, theAuthorized Person shall be, and hereby is, authorized and empowered on behalf of and in thename of the Company, to negotiate, execute, deliver, and perform or cause the performance ofany other notes, guarantees, security agreements, cash collateral and other agreements, consents,certificates, or instruments as such person considers necessary, appropriate, desirable oradvisable to effectuate any other use of cash, borrowing or other financial arrangementsapproved by the Manager and Member, including but not limited to insurance premiumfinancing, such determination to be evidenced by such execution or taking of such action;RESOLVED, that the omission from these Resolutions of any agreement, document or otherarrangement contemplated by any of the agreements, documents or instruments described inthese Resolutions or any action to be taken in accordance with any requirement of any of theagreements, documents or instruments described in these Resolutions shall in no mannerderogate from the authority of the Authorized Person or his designee or any other officer of theCompany, to take all actions necessary, desirable, advisable or appropriate to consummate,3

effectuate, carry out or further the transactions contemplated by, and the intent and purposes of,these Resolutions;RESOLVED, that the Authorized Person and any other officer of the Company or the FilingSubsidiaries shall be, and hereby is, authorized to take any actions and to provide any notices toany financial institutions of the Company and/or Filing Subsidiaries; andRESOLVED, that any and all actions lawfully done for and on behalf and in the name of theCompany by any officer, Professionals or Other Professionals engaged by the Company inconnection with the Chapter 11 Cases with respect to any transactions contemplated by theseResolutions before or after their adoption be, and they hereby are, ratified, authorized, approved,adopted and consented to in all respects for all purposes.[Signature Page Follows]

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORKIn re:

Chapter 11

RELATIVITY MEDIA, LLC,

Case No. 15-_____ (___)

Debtor.

(Joint Administration Requested)

CORPORATE OWNERSHIP STATEMENT

In accordance with Rules 1007(a)(1) and 7007.1 of the Federal Rules of BankruptcyProcedure and Rule 1007-3 of the Local Bankruptcy Rules for the United States BankruptcyCourt for the Southern District of New York, Relativity Media, LLC hereby states as follows:1.

Heatherden Securities LLC and YC Relativity LLC each own more than 10% ofthe equity interests of Relativity Holdings LLC.

Relativity Media, LLC does not directly or indirectly own 10% or more of any class of acorporations publicly traded equity interests.Relativity Media, LLC holds equity in the following entities at less than 100%:1.

RELATIVITY FASHION, LLC, et al.,1

Case No. 15-_____ (___)

Debtors.

(Joint Administration Requested)

CONSOLIDATED LIST OF CREDITORS

HOLDING 50 LARGEST UNSECURED CLAIMSThe above-captioned debtors and debtors in possession (collectively, the Debtors) eachfiled a voluntary petition for relief under chapter 11 of title 11 of the United States Code. Thefollowing is the consolidated list of the Debtors creditors holding the 50 largest unsecured claims(the Consolidated List) based on the Debtors books and records as of approximately July 29,2015. The Consolidated List was prepared in accordance with Rule 1007(d) of the Federal Rules ofBankruptcy Procedure for filing in the Debtors chapter 11 cases. The Consolidated List does notinclude (1) persons who come within the definition of insider set forth in 11 U.S.C. 101(31) or1

(2) secured creditors. None of these creditors are minor children. The information contained hereinshall neither constitute an admission of liability by, nor is it binding on, the Debtors. Theinformation herein, including the failure of the Debtors to list any claim as contingent, unliquidated,or disputed, does not constitute a waiver of the Debtors right to contest the validity, priority, oramount of any claim for any reason.